Current Report Filing (8-k)
February 12 2020 - 8:27AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
_________________
FORM 8-K
_________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 11,
2020
Date of Report (date of earliest event reported)
_________________
OpGen, Inc.
(Exact name
of Registrant as specified in its charter)
_________________
Delaware
(State
or other jurisdiction of incorporation or organization)
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001-37367
(Commission
File
Number)
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06-1614015
(I.R.S.
Employer
Identification Number)
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708
Quince Orchard Road, Suite 205
Gaithersburg, MD 20878
(Address of principal executive offices)
(240)
813-1260
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
_________________
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[_] Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant
to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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OPGN
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The
Nasdaq Capital Market
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Common
Stock Warrants (IPO)
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OPGNW
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The
Nasdaq Capital Market
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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]
Item 1.01 Entry into a Material
Definitive Agreement.
On February 11, 2020, OpGen, Inc.
(the "Company") entered into an At the Market Offering Agreement (the "ATM Agreement") with H.C. Wainwright
& Co., LLC ("Wainwright") pursuant to which the Company may offer and sell from time to time in an “at the
market offering,” at its option, up to an aggregate of $4.2 million of shares (the "Placement Shares") of the
Company's common stock, $0.01 par value per share (the "Common Stock"), through Wainwright, as sales agent (the “ATM
Offering”). Pursuant to the ATM Agreement, Wainwright may sell the Placement Shares by any method permitted by law deemed
to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including, without
limitation, sales made by means of ordinary brokers' transactions on The NASDAQ Capital Market or otherwise at market prices prevailing
at the time of sale, in block transactions, or as otherwise directed by the Company.
Wainwright will use commercially
reasonable efforts to sell the Placement Shares from time to time, based upon instructions from the Company (including any price,
time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Wainwright a commission
equal to three percent (3.0%) of the gross sales proceeds of any Placement Shares sold through Wainwright under the ATM Agreement,
and has provided Wainwright with customary indemnification and contribution rights. The Company is not obligated to make any sales
of Common Stock under the ATM Agreement.
The foregoing description of the
Agreement is not complete and is qualified in its entirety by reference to the full text of the ATM Agreement, a copy of which
is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Sales of the Placement Shares will
be made pursuant to a prospectus supplement to the Company's previously filed and currently effective shelf Registration Statement
on Form S-3 (File No. 333-236106). This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of
an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any
state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state.
A copy of the opinion of Ballard
Spahr LLP, relating to the legality of the shares, is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with
reference to, and is hereby incorporated by reference into, the Registration Statement.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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Date:
February 12, 2020
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OpGen,
Inc.
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By:
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/s/
Timothy C. Dec
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Name:
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Timothy
C. Dec
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Title:
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Chief
Financial Officer
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